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                                                                                                  September 17, 2014

            Mr. Halil Aydogan
            General Manager and Board Member
            Vakif Bank
            Cayir Gimen Sok. No.2
            34330 1. Levent
            Istanbul

            Dear Mr. Halil Aydogan:

                    Re:     Loan. No. 7904-TU
                            (Second Access to Finance for Small and Medium Enterprises Project)
                            Amendment to the Loan Agreement

                     We refer to the Loan Agreement between T. Vakiflar Bankasi T.A.O. (the Borrower) and
            the International Bank for Reconstruction and Development (the Bank) dated July 6, 2010 (the
            Loan Agreement) for the Second Access to Finance for Small and Medium Enterprises Project
            (the Project). We also refer to the letter dated September 1, 2014 from Mr. Levent Eren, Acting
            Deputy Director General of Foreign Economic Relations, Undersecretariat of Treasury,
            requesting certain amendments to the Loan Agreement.

                   We are pleased to inform you that the Bank hereby agrees to your request. Accordingly,
           the Loan Agreement is hereby amended as follows:

            1.     Schedule 2, Section I, Part A, paragraph 5(d) is amended to read as follows:

                    "ensure that, except as the Bank shall otherwise agree, at least fifteen percent
                    (15%) of its Sub-loans shall be made for Sub-projects financing investment
                    projects located in the Priority Regions, or for Sub-projects financing working
                    capital, the goods are used in the Priority Regions;"

           2.       Schedule 2, Section I, Part B, paragraph 4(a)(ii) is amended to read as follows:

                    "except as the Bank and the Borrower shall otherwise agree, it will have a ratio
                    of debt to equity (after receipt of the Sub-loan) no greater than 80:20, except for
                    the loans in the Priority Regions;"

           3.       Schedule 2, Section I, Part B, paragraph 4(a)(iii) is amended to read as follows:

                    "except as the Bank and the Borrower shall otherwise agree, it will not incur any
                    debt unless a reasonable forecast of its revenues and expenditures shows that its
                    estimated cash flow for each fiscal year during the term of the debt to be incurred
                    shall be at least 1.2:1 times its estimated debt service requirements in such year
                    on all its debt, including the debt to be incurred, except for the loans in the
                    Priority Regions;"

           4.       Schedule 2, Section I, Part B, paragraph 4(a)(iv) is amended to read as follows:
                                               -2-


        "it has submitted a cash flow statement in accordance with the Operations
        Manual, except for the loans in the Priority Regions;"

5.      Schedule 2, Section IV, Part B, paragraph 2 is amended to read as follows:
        "The Closing Date is March 31, 2015."

        Except as specifically amended herein, all other provisions of the Loan Agreement
remain in full force and effect.

         Please confirm the agreement of the Borrower to the amendments set out above by
countersigning and dating both copies of this amendment letter and returning one countersigned
copy to us. Upon receipt by the Bank of the copy of this amendment letter duly countersigned by
the authorized representative of the Borrower, said amendments shall become effective as of the
date of countersignature of this amendment letter.

                                           Sincerely,

                    INTERNATIONAL BANK FOR RECONSTRUCTION
                               AND   V    ME T



                                             mnRa* er
                                           Director
                                     Turkey Country Unit
                                Europe and Central Asia Region




AGREED:
T. Vakiflar Bankasi T.A.O.


By

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Date:   3i2     4   OL